11/10/2026 | Press release | Distributed by Public on 11/10/2026 19:22
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 11/06/2026 | D | 53,179 | (3)(4) | (3)(4) | Class A Common Stock | 53,179 | (3)(4) | 0 | D | ||||
| Restricted Stock Unit | (2) | 11/06/2026 | D | 16,742 | (3)(4) | (3)(4) | Class A Common Stock | 16,742 | (3)(4) | 0 | D | ||||
| Restricted Stock Unit | (2) | 11/06/2026 | D | 29,897 | (3)(4) | (3)(4) | Class A Common Stock | 29,897 | (3)(4) | 0 | D | ||||
| Restricted Stock Unit | (2) | 11/06/2026 | D | 6,358 | (3)(4) | (3)(4) | Class A Common Stock | 6,358 | (3)(4) | 0 | D | ||||
| Restricted Stock Unit | (2) | 11/06/2026 | D | 50,379 | (3)(4) | (3)(4) | Class A Common Stock | 50,379 | (3)(4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Jedda Dan C/O ROKU, INC. 1173 COLEMAN AVE. SAN JOSE, CA 95110 |
CFO & COO | |||
| /s/ Renee Strandness, attorney-in-fact | 11/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On November 6, 2026, Roku, Inc. ("Roku" or the "Company") and Fox Corporation ("FOX") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2026, by and among Roku, Fox, Falcon Merger Sub 1, Inc. ("Merger Sub 1") and Falcon Merger Sub 2, LLC ("Merger Sub 2") (the "Mergers"). Pursuant to the terms of the Merger Agreement, each share of Class A Common Stock and Class B Common Stock (if any) of Roku (together, "Company Common Stock") held by the Reporting Person that was outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive (A) 0.9799 shares of FOX Class A Common Stock (together with cash in lieu of fractional shares), without interest, and (B) $95.30 in cash, without interest (together, the "Merger Consideration"). |
| (2) | Each RSU represented a contingent right to receive one share of Class A Common Stock of the Company. |
| (3) | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each unvested restricted stock unit of the Company outstanding immediately prior to the Effective Time (each, an "Unvested Company RSU") was cancelled and converted into the right to receive (i) a Converted RSU Cash Award and (ii) a Converted RSU Equity Award. Each "Converted RSU Cash Award" provides the holder with the right to receive a payment in respect of each share of Company Common Stock that was subject to the applicable Unvested Company RSU immediately prior to the Effective Time equal to the Per Share Cash Amount. |
| (4) | Payment of the Converted RSU Cash Award may be made in the form of cash or FOX Class A Common Stock, or a combination thereof, as determined by FOX in its sole discretion, with the value of the FOX Class A Common Stock determined based on the closing trading price of FOX Class A Common Stock on the last trading day immediately prior to the date on which the Converted RSU Cash Award is paid, and are subject to any required withholding. Each "Converted RSU Equity Award" is an award of restricted stock units that provides the holder with the right to receive a number of shares of FOX Class A Common Stock equal to the product of (rounded to the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. |